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Prohibition on Communication on Matters Relating to Insider Trading (Regulation 3)

(a) No Communication of UPSI except official communication: Reg. 3(1): No insider shall communicate, provide, or allow access to any unpublished price sensitive information, relating to a company or securities listed or proposed to be listed, to any person including other insiders except where such communication is in furtherance of legitimate purposes, performance of duties or discharge of legal obligations. 
(b) No Communication of UPSI to persons related the company: Reg. 3(2): No person shall procure from or cause the communication by any insider of unpublished price sensitive information, relating to a company or securities listed or proposed to be listed, except in furtherance of legitimate purposes, performance of duties or discharge of legal obligations. 
(c) Exception to the above provisions: Reg. 3(3): An UPSI may be communicated, provided, allowed access to or procured, in connection with a transaction that would:- 
For Open Offer: Entail an obligation to make an open offer under the takeover regulations where the board of directors of the company is of informed opinion that the proposed transaction is in the best interests of the company. 
Other than open offer: Not attract the obligation to make an open offer under the takeover regulations but where the board of directors of the company is of informed opinion that the proposed transaction is in the best interests of the company and the information that constitute unpublished price sensitive information is disseminated to be made generally available at least two trading days prior to the proposed transaction being effected in such form as the board of directors may determine. 
(d) Execution of a confidentiality and non – disclosure agreement: The board of directors shall require the parties to execute agreements to contract confidentiality and non – disclosure obligations, on the part of such parties and such parties shall keep information so received confidential, except for the purpose of sub – regulation (3), and shall not otherwise trade in securities of the company when in possession of unpublished price sensitive information.

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